ISS Issues Board Change Recommendation for Pro-Dex, Inc.,

ISS Issues Board Change Recommendation for Pro-Dex, Inc., Recommends
Shareholders Vote on the WHITE Proxy Card
MINNEAPOLIS, MN -- (Marketwire) -- 01/03/13 -- AO Partners (together
with its affiliates, the "AO Partners Group"), the largest
shareholder of Pro-Dex, Inc. ("PDEX" or, "the Company"), today issued
the following statement to PDEX shareholders following a report
issued by Institutional Shareholder Services ("ISS") recommending
shareholders vote for PDEX board change on the AO Partners Group
WHITE proxy card at the Company's annual meeting of shareholders to
be held on January 17, 2013.
AO Partners Group is pleased to report that ISS, a highly respected
independent proxy advisory firm, has stated that it believes the AO
Partners Group has demonstrated a compelling need for a change to the
PDEX board of directors. ISS performed an objective, detailed
analysis of this election contest and carefully considered all the
facts and circumstances as they relate to Pro-Dex and its
shareholders. ISS has recommended that shareholders vote on the WHITE
proxy card.
As concerned shareholders, the AO Partners Group issues the following
statement, which is focused on the facts:
-- The stock and operational underperformance of the Company, what we
believe are excessive executive and board compensation and our belief
that the Company lacks sufficient corporate governance are a few of
the many reasons we believe support for the WHITE Proxy card is
warranted.
-- The concerns about PDEX expressed in the ISS report were consistent
with concerns expressed by AO Partners Group. (1)
-- In their analysis of the board dynamic, ISS stated that they believe,
the recent "changes were implemented after the dissident began its
public agitation and long after the company had begun to plan for the
transition."
-- Noting the behavior of the incumbent board, ISS writes in their
report: "In January 2009, when two of the company's four current
directors were appointed to the board, they stated they would delay
the purchase of company shares until they believed the company had
implemented a sound operating plan; the directors did not purchase
shares until almost four years later, in November 2012 in the midst of
this proxy fight. Unfortunately shareholders were not afforded such a
luxury."
-- Commenting on AO Partners group, ISS says, "As owners of almost 1/6th
of the company, the dissident group is clearly aligned with the
broader interests of shareholders, and may bring the necessary sense
of urgency to the board to ensure the turnaround is implemented
effectively." (2)
The AO Partners Group is committed to PDEX for the long-run and
promises to do its best to create near-term and long-term value for
PDEX shareholders. The AO Partners Group understands the requirements
of public board service and effective boardroom leadership. The
Nominees on the WHITE Proxy card are committed to being constructive
directors, helping management better steward Company resources and
grow revenue.
The PDEX annual shareholder meeting is January 17, 2013, only two
weeks away. AO Partners Group would like to thank shareholders who
have already cast their vote in support of its Nominees. AO Partners
Group urges all shareholders who have not yet voted their shares to
follow the instructions on the WHITE proxy card and vote to elect all
three AO Partners Group nominees -- Nicholas J. Swenson, Raymond E.
Cabillot, and William J. Farrell III.
If you have already voted to support management's nominees, there is
still time to change your mind and vote for the AO Partners Group
Nominees by submitting a WHITE proxy card now that will effectively
revoke any earlier proxy that you may have granted to the Company.
Time is short. No matter how many or how few shares you own, it is
important that you return the WHITE proxy card and vote in favor of
electing us to represent you in the boardroom. You SHOULD NOT RETURN
THE BLUE PROXY CARD or any other proxy card furnished to you on
behalf of Pro-Dex.
If you have already returned a proxy card, you have every right to
change your vote by signing and returning a later-dated WHITE proxy
card once it is provided to you.
Our proxy statement and the accompanying form of WHITE proxy card are
available at http://www.viewproxy.com/aopartners. If you have any
questions, require any assistance, or would like to request copies of
these documents, please contact Alliance Advisors LLC, proxy
solicitors for the AO Partners Group, at the following address and
telephone number:
Alliance Advisors LLC
200 Broadacres Drive, 3rd Floor
Bloomfield,
NJ 07003
Shareholders Call Toll Free: 1-877-777-5216
Banks and
Brokers Call Collect: 973-873-7700
(1) Permission to use quotations was neither sought nor obtained.
(2) See pages 7 and 8 of the ISS report on Pro-Dex, Inc. dated
December 28, 2012.
Important Information
The AO Partners Group (whose members are identified below) has
nominated Nicholas J. Swenson, Raymond E. Cabillot and William James
Farrell III as nominees to the board of directors Pro-Dex, Inc. (the
"Company") and are soliciting votes for the election of Nicholas J.
Swenson, Raymond E. Cabillot and William James Farrell III as members
of the board (the "AO Partners Nominees"). The AO Partners Group has
sent a definitive proxy statement, WHITE proxy card and related proxy
materials to shareholders of the Company seeking their support of the
AO Partners Nominees at the Company's Annual Meeting of Shareholders.
Shareholders are urged to read the definitive proxy statement and
WHITE proxy card because they contain important information about the
AO Partners Group, the AO Partners Nominees, the Company and related
matters. Shareholders may obtain a free copy of the definitive proxy
statement and WHITE proxy card and other documents filed by the AO
Partners Group with the Securities and Exchange Commission ("SEC") at
the SEC's web site at www.sec.gov. The definitive proxy statement and
other related SEC documents filed by the AO Partners Group with the
SEC may also be obtained free of charge from the AO Partners Group.
Participants in Solicitation
The AO Partners Group consists of the following persons who are
participants in the solicitation from the Company's shareholders of
proxies in favor of the AO Partners Nominees: AO Partners I, L.P.; AO
Partners, LLC; Glenhurst Co.; Nicholas J. Swenson; Farnam Street
Partners, L.P.; Farnam Street Capital, Inc.; Raymond E. Cabillot; and
William James Farrell III. Such participants may have interests in
the solicitation, including as a result of holding shares of the
Company's common stock. Information regarding the participants and
their interests may be found in the definitive proxy statement of the
AO Partners Group, filed with the SEC on December 20, 2012.
Contact:
Nick Swenson
612-843-4301
Seth Barkett
248-925-6268